Terms & Conditions

Terms and conditions of trading

1 GENERAL

"Buyer" means the individual firm company or other party from whom an Order to supply Goods and/or provide Services is received by the Seller,

"Conditions" means the standard terms and conditions of sale of the Seller as set out herein and includes any additional terms and conditions of sale agreed by the Seller,

"Contract" means a contract for the supply of Goods and/or provision of Services by the Seller to the Buyer,

"Goods" means the goods (including packaging where relevant) which the Seller is to supply under the Contract,

"Order" means an order placed by the Buyer for the supply of Goods and/or provision of Services whether verbally or in writing,

"Seller" means Goodness Foods Limited and any subsidiary or holding company or associate (as defined in the Companies Act 1985 (as amended)) of the said company,

"Services" means the work or services of any of them to be provided by the Seller under the Contract, and

words importing the singular number shall include the plural and vice versa, words importing one gender shall include all genders, and words importing persons shall include bodies corporate, unincorporated associations and partnerships.

1.2 The Buyer shall not be entitled to assign the benefit of the Contract without the consent in writing of the Seller.

1.3 If at any time any one or more of the provisions or part thereof of these Conditions becomes or is or is held by a court to be invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.4 No Order shall be binding on the Seller unless and until it has been acknowledged in writing by the Seller or the Goods are delivered or the Services are provided by the Seller to the Buyer pursuant to the Order. Any acknowledgement of an Order by the Seller is subject to availability of the relevant Goods.

1.5 These Conditions are incorporated in the Contract and contain the entire obligations between the Seller and the Buyer. In the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any Order, letter or form of contract sent by the Buyer to the Seller, whatever may be their respective dates, the provisions of these Conditions shall prevail. In the event of the Seller entering into the Contract without the Seller having submitted a written quotation or other letter or document incorporating or referring to these Conditions but in circumstances where the Buyer has had prior notice of these Conditions then all Goods supplied and/or Services provided shall be subject to these Conditions.

1.6 No variation of the Contract of the Buyer shall be binding upon the Seller unless made in writing and signed on behalf of the Seller.

1.7 Any representations (except fraudulent misrepresentations) or warranties made by or on behalf of the Seller prior to the Contract (whether verbally or in writing) are hereby expressly excluded and shall be of no effect.

1.8 Any figures, statements, descriptions, illustrations, photographs, drawings, weights or any other matters contained in the Seller's or any other catalogues, pamphlets, price lists or advertising literature are not guaranteed to be accurate and are intended merely to represent a general picture of the Seller's or any other products and services and shall not form part of the Contract nor be regarded as a warranty or representation relating to the Goods or Services

2 DESIGNS AND INTELLECTUAL PROPERTY

2.1 Where Goods are made or supplied to the Buyer's own specification, pattern or design or where standard goods of the Seller are altered in accordance with the Buyer's instructions:

2.1.1 the Buyer warrants and undertakes full responsibility not only for the suitability and fitness of the specification, pattern or design but also that such specification, pattern or design does not infringe any patent, trade mark, registered design, copyright or any other proprietary right of any third party and the Buyer shall indemnify and keep the Seller indemnified in full against any loss, damage or expense whatsoever (including costs) which the Seller may incur in or arising from the performance of the Contract by reason of any infringement of any such patent, trade mark, registered design, copyright or any other proprietary right; and

2.1.2 the Buyer acknowledges that the Seller shall be under no liability of any description to the Buyer if the Goods prove to be unsuitable for whatever reason for application or use notwithstanding that the Seller may, at the request of the Buyer, have given in good faith technical or other advice in relation to the proposed application or use of the Goods and the Buyer shall indemnify and keep indemnified the Seller in full against any and all liability of any kind arising out of or connected with the application or use of the Goods in accordance with the Buyer's specification, pattern or design or otherwise

2.2 The Seller reserves the right to change the Buyer's specification, pattern or design as required to ensure that the Goods comply with any health, safety or other statutory requirement or provision and no such change by the Seller will constitute a breach of contract or impose upon the Seller any liability whatsoever

2.3 In the event of any goods, materials or other property being supplied by or on behalf of the Buyer to the Seller for carrying out the Contract such items shall remain at the Buyer's risk at all times whilst they are in the Seller's premises or in transit to and from its premises or otherwise under its control. The Seller, its servants and agents will not be responsible for any loss thereof or damage thereto unless such damage or loss is due directly to the negligence of the Seller, its servants or agents and in any event the Seller's liability therefor shall be limited at the option of the Seller to the replacement or repair thereof or the payment to the Buyer of the open market value thereof. Under no circumstances whatsoever will the Seller be liable for any indirect or consequential loss or damage arising therefrom.

2.4 Unless otherwise agreed in writing, the Seller will be the sole owner of all inventions, formulations, patterns, designs or other similar items and the copyright in all documents and drawings made or produced by it in preparing a quotation for the Buyer or in the course of work on any Contract with the Buyer

3 DELIVERY

3.1 The time for performance of the Contract by the Seller shall not be of the essence of the Contract, the Seller's failure to so deliver and/or provide by the due date(s) shall not constitute a breach of Contract and the Seller shall not in any circumstances be responsible for any direct or consequential loss or damage of any kind whatsoever resulting therefrom. The Seller may wholly or partly suspend deliveries of Goods and/or provision of Services and the Buyer shall accept late delivery of such Goods and/or provision of Services unless the Buyer has cancelled the Contract in accordance with the provisions of Condition 6.2.

4 QUANTITIES INSTALMENTS AND STORAGE

4.1 Where Goods are delivered and/or Services are provided by instalments each instalment shall be deemed to be sold under a separate Contract and no default in respect of any one instalment shall affect due performance of the Contract as regards other instalments.

4.2 The Seller will endeavour to deliver the quantity of Goods ordered. If there is a surplus or shortage of Goods which is so slight that it would be unreasonable for the Buyer to reject delivery of them the Buyer shall be deemed to have accepted the Goods and shall pay for the actual quantity delivered.

4.3 The Buyer shall indemnify and keep indemnified the Seller in full against all costs, losses, damages and expenses whatsoever arising in connection with the storage of the Goods if the Seller shall be prevented from delivering any of the Goods in accordance with the Contract as a result of delay or default on the part of the Buyer or any reason beyond the Seller's reasonable control. The Seller shall be entitled in its absolute discretion and without giving prior notice to the Buyer at the expiration of 3 months to sell or otherwise dispose of Goods kept in storage.

5 PRICE AND TERMS OF PAYMENT

5.1 The Seller shall be entitled to adjust the Contract price of the Goods and/or Services whether before or after the making of the Contract in the event of any variation in the cost to the Seller of supplying the same or any part thereof caused by any reason whatsoever beyond the control of the Seller and the Seller's written certificate of such variation shall be conclusive evidence of such variation and the extent thereof.

5.2 Unless otherwise agreed the price shall be due and payable on or prior to delivery of the Goods and/or completion of the Services or on sending notification that the Goods are in a deliverable state.

5.3 If the Buyer does not pay the whole or any part of the price on the required day then the Buyer shall pay to the Seller interest on the amount outstanding from the required day until the actual date of payment at the rate of 5% p.a. over the base rate of Barclays Bank plc from time to time in force which shall accrue on a daily basis. The Buyer shall forthwith on request by the Seller reimburse the Seller any bank charges incurred or suffered by the Seller as a result of any cheque given by the Buyer failing to be met on first presentation.

5.4 So long as any payment due from the Buyer to the Seller is outstanding, whether under the same or any other Contract or transaction, the Seller shall have a general lien on any Goods and any other property of the Buyer in its possession. The Seller shall be entitled on the expiration of not less than 14 days notice in writing to the Buyer to dispose of such property and to apply the proceeds towards satisfaction of such debts.

5.5 The Buyer shall not be entitled to withhold payment of any amount due to the Seller by reason of any disputed claim by the Buyer in connection with the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Seller any amount which is not then due and payable by the Seller or for which the Seller disputes liability.

5.6 Any discount or retrospective bonus granted by the Seller to the Buyer is discretionary and may be withdrawn at any time at the Seller's option and is in any event subject to satisfactory payment by the Seller.

6 SUSPENSION AND CANCELLATION

6.1 If satisfactory references on the Buyer are not provided within seven days of a request therefor by the Seller or the Buyer shall commit any breach of the Contract and fail to remedy the same within 7 days of receiving the Seller's request in writing so to do or any distress or execution is levied upon any goods or property of the Buyer or the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration Order or (being an individual or firm) becomes bankrupt or (being an incorporated company) passes a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction), or a Court makes an Order to that effect, or an encumbrancer takes possession, or an administrative receiver or receiver is appointed, of any of the property or assets of the Buyer, or the Buyer ceases, or threatens to cease, to carry on business or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, the Seller may: (a) stop any Goods in transit and suspend further deliveries and/or (b) suspend work on the Contract and/or (c) determine the Contract forthwith; and if the Goods and/or Services, or any part of them have been delivered and/or provided but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

6.2 In the event of the Seller other than in any of the circumstances set out in Condition 6.1 being prevented or hindered from completing the Contract either wholly or in part in accordance with the terms thereof for any reason beyond its reasonable control then further performance of the Contract shall be suspended for the period during which the Seller is so prevented provided that in the event of the Contract being suspended for a continuous period of more than 3 months then either party may give the other notice to terminate the Contract forthwith and in such circumstances the Buyer shall pay for all Goods supplied and/or Services provided to the date of such termination such payment to be made on or before the last day of the month following the month during which termination was effected. The Seller shall be under no liability whatsoever to the Buyer for any direct or consequential loss or damage suffered by the Buyer as a result of the Seller's inability to perform its obligations under the Contract in these circumstances.

6.3 The Seller's rights contained in Condition 9 shall continue beyond the discharge of the parties' primary obligations under the Contract consequent upon its termination.

6.4 The termination of the Contract for whatever reason will be without prejudice to the rights and duties of either party accrued prior to termination.

7 CLAIMS FOR DAMAGE IN TRANSIT/DEFECTS

7.1 No claims for non-delivery or shortages in quantity of units delivered, defective Goods, partial loss or damage to Goods will be accepted by the Seller unless: (a) they are notified in writing by the Buyer to the Seller on delivery (in the case of shortage in quantity of units delivered, by the Buyer indicating the shortage on the delivery documents) or within 2 days after the Date of Delivery (in the case of partial loss or damaged Goods) or 14 days after the Date of Delivery (in the case of defective Goods) or 3 days after the date of the invoice (in the case of non-delivery) and (b) the Goods in respect of which a claim is made together with the packaging are preserved intact as received for a period of 21 days from notification of any such claim and the Buyer permits the Seller or its servants or agents full and free right of access to inspect the Goods and investigate the claim. Section 3 Sale and Supply of Goods Act 1994 shall not apply.

8 WARRANTY

8.1 In substitution for all and any other rights which the Buyer might or would have but for these Conditions, and subject to Condition 7, the Seller shall make good by replacement any damaged or defective Goods and shall repair any failure in the Services which, under conditions of proper use and maintenance, results from defects in the Seller's manufacture, design, materials or workmanship and which appears not later than 3 months after the Date of Delivery

8.2 Notwithstanding the provisions of Condition 8.1, in the case of a claim falling within Condition 8.1, the Seller reserves the right at its sole discretion to credit the Buyer in full the price paid by the Buyer to the Seller.

8.3 The Seller's liability under this Condition shall automatically cease if. (a) the Buyer is in breach of this or any other contract made with the Seller; or (b) the Seller or its servants or agents are denied full and free right of access to the allegedly defective Goods and/or Services; or (c) the Goods have been treated improperly or in a way which has contributed to the defect (whether before or after a defect is detected); or (d) the Goods undergo any processing by the Buyer.

8.4 The warranty set out in condition 8.1 shall be in lieu of any warranties conditions or undertakings whether express or implied by statute, common law or otherwise howsoever which warranties, conditions and undertakings are hereby expressly excluded, except that such exclusions will not apply to any implied condition that the Seller has or will have the right to sell the Goods when property is to pass.

8.5 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller's negligence or for fraudulent misrepresentation.

8.6 Save as provided in Condition 8.1 and 8.5, the Seller shall not be liable to the Buyer for any direct, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the Contract.

8.7 In the event that notwithstanding the other provisions of these Conditions the Seller is found liable for any loss or damage suffered by the Buyer, the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the contract shall be limited to the price of the Goods and/or Services paid by the Buyer to the Seller.

8.8 Where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights of the Buyer are not affected by these conditions.

9 TITLE TO GOODS AND RISK

9.1 Full legal and beneficial ownership of the Goods shall be retained by the Seller notwithstanding that the risk in the same shall pass to the Buyer at the time of delivery until the Seller has received payment in full in respect of (a) the Goods and (b) all other sums which are or which become due and owing by the Buyer to the Seller on any account whatsoever

9.2 If payment is not made when due, the Seller shall be entitled to enter upon the premises of the Buyer for the purpose of removing the Goods using such force as is reasonably necessary for such purpose

9.3 The Seller will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed

9.4 The risk in the Goods shall pass to the Buyer at the time of delivery. Notwithstanding the reservation of title contained in Condition 9.1, the Buyer shall insure the Goods, and/or any products made wholly or partly therefrom for the full amount of the price payable under the Contract from the time of delivery of the Goods until the date title in the Goods passes to the Buyer pursuant to Condition 9.1.

10 NOTICES

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2 Any notice given pursuant to Condition 10.1 shall be deemed to have been served if delivered by hand, on the first business day following delivery; if sent by post, on the third business day after posting if the address of the recipient is in the country of despatch, otherwise on the seventh business day after posting; if sent by facsimile transmission, on the first business day following successful transmission.

11 JURISDICTION

10.1 These Conditions and each and every Contract made pursuant to them shall be governed and construed in all respects in accordance with the laws of England and the Seller and Buyer herby agree to submit to the exclusive jurisdiction of the English Courts